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Starfield Resources Inc. To Acquire Nevoro Inc.

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE U.S./
Share exchange to combine base and precious metal mining properties in
Nunavut &amp; Montana
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A conference call with Management will be held
on Wednesday June 24, 2009 at 10:00 a.m. EDT
Presentation available at: www.starfieldres.com and www.nevoro.com
Call in numbers:
North America: 416-644-3421 or 1-800-732-9307
Hong Kong: 001 800 2288 3501, Europe: 00 800 2288 3501
Playback: 416-640-1917 or 1-877-289-8525, passcode 21309763 followed by
the number sign
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TORONTO, June 23 /CNW/ - Starfield Resources Inc. ("Starfield") (SRU-TSX)
and Nevoro Inc. (TSX: NVR) ("Nevoro") are pleased to announce they have
entered into a definitive agreement (the "Arrangement Agreement") pursuant to
which Starfield will acquire all of the issued and outstanding securities of
Nevoro.
Both Starfield and Nevoro are exploration and development companies with
advanced base and precious metal projects. Starfield has the most advanced
copper-nickel-cobalt-PGE exploration and development project in the Canadian
Arctic, and Nevoro has nickel-copper-cobalt and chrome deposits in the Montana
Stillwater District on strike with the Stillwater Mine, which is North
America's highest grade producer of platinum group metals.
Management and the board of directors of both Nevoro and Starfield and
the Special Committee of the Nevoro board of directors are unanimously in
support of the proposed business combination. "This combination is an
excellent strategic fit," noted André Douchane, President and CEO of
Starfield. "Starfield's large copper-nickel-cobalt-PGE resource at Ferguson
Lake complements Nevoro's properties at Stillwater and our environmentally
friendly and highly efficient solvent extraction technology should be
applicable to Nevoro's Ni-Cu-Co deposits."
"The timing of this transaction could not be better," added Victor
Bradley, Executive Deputy Chairman of Nevoro. "Nevoro's Stillwater properties
are entering the development stage, and Starfield's management, having
developed and managed large base and precious metals mines throughout the
world, has the experience necessary to move our properties to the next stage."
Nevoro's principal asset is its Stillwater Ni-Cu-Co-Cr-PGE Project in
Montana. The project is located in the well-mineralized Stillwater Layered
Mafic-Ultramafic Complex in south-central Montana. Nevoro currently holds
4,070 acres of 100%-owned patented and unpatented mining claims in the eastern
part of the Complex, the most intensely explored part of the region, adjacent
to and immediately south of the Stillwater Mine, which is one of the world's
largest and richest PGE operations. Nevoro's properties include substantial
Ni-Cu-Co deposits, which were drilled and advanced -- but never developed --
by Anaconda in the 1960s-1970s, and North America's largest defined chromite
resources consisting of development-stage deposits that were partially mined
during the 1940s-1950s.
Nevoro recently agreed to acquire Beartooth Platinum's ground in the
Stillwater District, increasing Nevoro's land position to some 18,000 acres
covering up to 40 kilometres of strike of the Ni/Cu/PGE targets in the
district.
Nevoro's Moonlight copper project will not be included in this
transaction, but will be distributed to Nevoro shareholders in a manner to be
determined.
Starfield's advanced 100% owned Ferguson Lake project is the largest base
and precious metals project in Nunavut. The project's massive sulphide
resource is estimated at 44 million tonnes with the potential to dramatically
increase in size. With one-third of the resource in the indicated category,
the project is approaching the advanced development stage. A scoping study was
filed on SEDAR in May 2008, and an update to this study was completed in
December 2008 by Scott Wilson RPA. Both of the foregoing studies indicated the
project to be economically attractive. The growth potential is significant as
the land area of this project accounts for only 2% of the company's 625,000
acre land position. In addition, Starfield has commenced a diamond exploration
program following the discovery of a diamond in a till sample in December
2008.
Key Benefits of Business Combination
The combination of these two companies is expected to result in a larger,
stronger and more cost efficient company, able to achieve much more than each
company could on its own. The key benefits are:
- Significantly expanded and geographically diversified resource base
with a potential combined base metal resource of +150 million tonnes,
based on historical estimates.
- Advanced base metal projects in favourable geological settings.
- Significant potential for multiple exploration and development
projects, with a land package that is largely undeveloped.
- Opportunity to apply Starfield's solvent extraction technology at
Stillwater.
- Cost efficiencies resulting from the complementary nature of the
projects.
- Experienced and proven management and board.
- Increased share trading liquidity.
Terms of the Acquisition
Starfield and Nevoro plan to complete the transaction by way of a court
approved plan of arrangement pursuant to S.192 of the Canada Business
Corporations Act, whereby each issued and outstanding Nevoro common share will
be purchased by Starfield, and the holder thereof will receive 0.87 of one
Starfield common share (the "Transaction") which represents a value of
approximately C$0.15 per share based upon the closing price of Starfield
common shares on the Toronto Stock Exchange on June 22, 2009 and a 64% premium
on the 20-day volume weighted average trading price of the common shares of
both companies. This is in addition to the value of any distribution Nevoro
shareholders may receive for Nevoro's Moonlight copper project.
Holders of Nevoro common share purchase warrants and stock options shall
receive, upon the subsequent exercise of such Nevoro warrants and options,
0.87 of one Starfield common share in lieu of each Nevoro common share to
which they would have otherwise been entitled. The exercise price applicable
to each Nevoro warrant and option shall be adjusted to an amount equal to the
product of (A) the exercise price per share prescribed in each Nevoro warrant
and option and (B) 1.15.
Currently, Nevoro has 151,854,273 common shares issued and outstanding,
and Starfield has 332,685,899 common shares outstanding. In addition, Nevoro
has 15 million contingently issuable common shares and 7.5 million
contingently issuable warrants in regards to the not yet completed Beartooth
land acquisition. Upon the closing of the Transaction as currently proposed,
and assuming the completion of the contingent transaction above, Starfield
will have 476,907,006 issued and outstanding common shares, of which
approximately 70% will be held by Starfield's current shareholders and
approximately 30% will be held by Nevoro shareholders.
The Arrangement Agreement also provides for, among other things, a
non-solicitation covenant on the part of Nevoro, subject to customary
"fiduciary out" provisions that entitle Nevoro to consider and accept a
superior proposal, a right in favour of Starfield to match any superior
proposal and the payment to Starfield of a termination payment equal to
$500,000, under certain circumstances.
The acquisition of Nevoro is subject to all requisite regulatory
approvals, court approval, obtaining all security holder approvals required by
applicable laws and such other conditions as are customary in transactions of
this nature. Nevoro will be seeking shareholder approval of the proposed
acquisition, in a meeting to be held on or before August 31, 2009.
About Nevoro
Nevoro Inc. is a TSX-listed exploration and development company focused
on the discovery of precious and base metals primarily in the western USA.
Nevoro holds the Stillwater nickel-copper-cobalt-PGE-chromite project in
Montana with historic copper, nickel, chromite resources (non 43-101 and not
to be relied on), the Moonlight copper project in California, and eight gold
exploration projects in Nevada.
About Starfield
Starfield Resources Inc. is an advanced stage exploration and development
company focused on its Ferguson Lake nickel-copper-cobalt-platinum-palladium
property in Nunavut, Canada. The property is emerging as Nunavut's largest
base and precious metal project. Starfield has funded the development of a
novel, environmentally-friendly and energy efficient hydrometallurgical flow
sheet to recover metals from its Ferguson Lake massive sulphides. The Company
has also embarked on a diamond exploration program on its property and
recently discovered a diamond.
Forward-Looking Statements
This news release may contain certain information that constitutes
forward-looking statements. Forward-looking statements are frequently
characterized by words such as "plan," "expect," "project," "intend,"
"believe," "anticipate" and other similar words, or statements that certain
events or conditions "may" or "will" occur. Forward-looking statements are
based on the opinions and estimates of management at the date the statements
are made, and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected in the forward-looking statements. These factors include the
inherent risks involved in the exploration and development of mineral
properties, the uncertainties involved in interpreting drilling results and
other geological data, fluctuating metal prices and other factors described
above and in the Company's most recent annual information form under the
heading "Risk Factors" which has been filed electronically by means of the
Canadian Securities Administrators' website located at www.sedar.com. The
Company disclaims any obligation to update or revise any forward-looking
statements if circumstances or management's estimates or opinions should
change. The reader is cautioned not to place undue reliance on forward-looking
statements.
%SEDAR: 00009374E